A Short & Happy Guide to Agency and Partnership
Author:
Sokolow, David
Edition:
1st
Copyright Date:
2021
16 chapters
have results for mergers and acquisitions
Chapter 4 Introduction to Partnership Law 135 results (showing 5 best matches)
- After a merger takes effect, the separate existence of each party to the merger ceases. All property owned by each of the constituent firms vests in the surviving entity, and their obligations become obligations of the surviving entity.
- A general partnership may be merged with one or more general partnerships or limited partnerships. A plan of merger must be approved by all the partners, or by a number or percentage specified for a merger in the partnership agreement. The merger generally takes effect once the plan has been approved by all parties to the merger.
- submit a Statement of Merger to the Secretary of State for filing. Under RUPA (2013), however, a Statement of Merger
- Conversion and Merger
- Merger
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Chapter 5 Limited Liability Partnerships 8 results (showing 5 best matches)
- a conversion or merger under RUPA, so the provisions of the statute that deal with conversion and merger do not apply in the event a general partnership becomes an LLP.
- provided by LLP statutes has made the LLP a popular form of business association over the last twenty years. Be apprised, however, that in some states, an LLP is not available to everyone. For example, in New York and California, only those providing professional services, like lawyers and accountants, may form an LLP.
- An LLP may also be required to renew its status annually and pay additional fees. If an LLP does not renew its status, the partners may lose their liability shield. In the long run, however, the costs associated with operating an LLP are a small price to pay for limiting the personal liability of the partners. Do not be penny wise and pound foolish, as they say—form an LLP,
- A short history lesson is in order about the LLP. The first LLP statute was enacted in Texas in 1991 in response to the savings and loan crisis of the mid-1980s. Creditors of failed savings and loan institutions sought a “deep pocket” from which to recover their losses. The obvious targets were partners in the law firm general partnerships that represented the institutions. As we saw above,
- , flexible management structure and pass-through federal income tax treatment) without
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Table of Contents 14 results (showing 5 best matches)
Chapter 2 Tort Liability 36 results (showing 5 best matches)
- If a servant committed a tort within the scope of employment, the master and the servant will be
- Agency in a tort context involves a special vocabulary that has an archaic ring to it: the terms “master” and “servant” are used to refer to the principal and the agent respectively. It is always a good idea to use tort terminology in a fact pattern involving a tort to let your professor and the bar examiners know from the get-go that you are on their wavelength.
- Tools and workplace:
- The clerk takes a five-minute smoking break outside the store’s entrance, and accidentally burns a customer entering the premises. The court will likely disregard the fact that the clerk was on a break and hold the employer liable to the customer for the clerk’s negligence, given the temporal and physical proximity of the accident to the clerk’s employment.
- and an is not an easy feat. Unfortunately, there is no bright-line test for when a tortfeasor will be considered a servant and when he will be considered an independent contractor. Resolution of the issue depends on the particular facts of a case. Still, some general observations are instructive.
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About the Author 1 result
- Simon Sokolow has taught Business Associations and Contracts at The University of Texas School of Law for forty years. A five-time winner of the Teacher-of-the-Year award, he has lectured for BARBRI for more than three decades on A&P, Contracts, and Corporations. From 2003–2013, he was U.T.’s Director of Student Life, creating and implementing programs to foster community and reduce stress at the law school. He earned his B.A., M.A. (art history), and J.D. at Columbia. Before coming to U.T., he clerked for The Honorable Thomas Gibbs Gee of the Fifth Circuit and practiced Entertainment Law at Paul, Weiss, Rifkind, Wharton & Garrison in New York. After teaching B.A. for a while, he realized he could benefit from having more business background, so he went to school on weekends to earn an M.B.A. at U.T. He has been a visiting professor at Emory, Ohio State, S.M.U. and Case Western Reserve, and taught Art Law abroad for the University of San Diego and St. Mary’s. He loves his wife, his...
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Chapter 1 Agency Law Overview 11 results (showing 5 best matches)
- There are two pre-requisites for an agency relationship to exist: (1) consent and (2) control. First, to establish and maintain an agency relationship, both the principal and the agent must
- While consent and control are required to establish an agency relationship, agency law does require that an agent receive consideration (payment) for his services or that any agreement between the principal and agent be memorialized in a writing.
- to the third party on the contract, and the the principal and agent owe one another. All these issues are addressed in depth below.
- required to establish an agency relationship and then acknowledge what
- What Is Required: Consent and Control
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Acknowledgments 4 results
- I would also like to thank my “team” at West: Louis Higgins, who signed me up to write the book (alas, no signing bonus) and Megan Putler, Megan Hoffman, and Greg Olson, the editors and production manager who brought the book to life.
- I would particularly like to thank Bonnie Devany, UT ’22, and Benjamin Ediger, UT ’22, for their editorial assistance and substantive suggestions for improvement. They were instrumental in making the book more accessible to its target audience.
- Finally, I would like to acknowledge my assistant, Nancy Bennett, who consistently keeps me honest; my wife, Tobi, whose astute observations improved the book enormously; and my son, Adam, for his loving support and wicked sense of humor.
- First and foremost, I would like to thank the thousands of students in my Business Associations class at The University of Texas School of Law over the last 40 years, especially those with little or no business background. Their “I have no clue what you are talking about” quandary forced me to find creative ways to explain complicated business statutes and the impact of those statutes out in the real world. You made me a better teacher.
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Chapter 3 Contract Liability 34 results (showing 5 best matches)
- Because the resulting contract is between the principal and the third party, both the principal and the third party must have the to enter a contract. The same is not true for an agent. An agent is merely an intermediary who brings the principal and third party together. Any person can do that, whether he has contractual capacity or not. For this reason, an agent does a party to the contract. The agent is merely a go-between who facilitates the formation of a contract between the principal and the third party.
- actual authority and apparent authority. In my research assistant hypo above, if my RA charges books to my bookstore account and I pay for the books without objecting to what my RA did, my RA and the bookstore can reasonably believe that my RA is authorized to charge books to my account again. Thus, my paying for the books without raising a stink would create from my RA’s vantage point and
- Lucy and Wood agree that Wood will be Lucy’s exclusive agent for a two-year period. Six months later, Lucy finds someone else she thinks will do a better job. If Lucy terminates the contract (and Woods’s authority along with it), Lucy will be liable to Wood for breach of contract.
- disclosed principals, partially disclosed principals, and undisclosed principals. Which type of principal is involved in a particular case depends on how much (or how little) the third party knows about (1) the principal’s and (2) the principal’s
- . If an agent is acting for an undisclosed principal, but purports to be acting on the agent’s own account, the agent is considered a party to the contract and will thus be liable to the third party on the contract. In this situation, the agent, and not the principal, is treated as the real party in interest on the contract.
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Introduction 3 results
- Business law sounds exciting, but the daily grind of parsing partnership and corporate statutes can frankly be a drag (as I am sure you already know!). It is up to me to generate interest by giving real-life examples, mapping out complicated relationships and providing a framework for applying complex statutory material. That is essentially what I do here. I also address policy. In my view, understanding the policy underlying a statute makes it easier to grasp why the statute reads as it does and whether the statute succeeds in achieving its goal.
- I usually have more than 100 students in my B.A. class. They fall into two categories: (1) students with business background who intend to practice transactional law; and (2) students with no business background whatsoever who are taking B.A. because it’s a “bar course.” Imagine how hard it is to teach a course with such a bifurcated audience. How do you bring inexperienced students up to speed without losing the others? Believe me, it is an unenviable task.
- Agency used to be a required first-year class, but it is now shoehorned into the course on Business Associations. There was a reason agency was a required course: agency principles are vitally important in the real world, not only for businesses, but for individuals as well. People appoint agents to act on their behalf. Often, an agent enters a contract on behalf of someone else (who is known as a “principal”). Occasionally, an agent may commit a tort. Analyzing agency in a contract context requires a different methodology from analyzing agency in a tort setting. I lay it all out here in a straightforward manner that is easy to apply on your final exam or on the bar. Sit back and enjoy the ride!
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Part IV Choice of Business Form: LLP or LLC? 12 results (showing 5 best matches)
- A corporation is problematic because the corporation and its shareholders may end up paying , once at the entity level and again at the shareholder level if that income is distributed to shareholders in the form of a dividend (“double taxation”).
- Once the IRS threw in the towel, there was finally a level playing field for LLPs and LLCs when it came to federal income taxation. Nonetheless, lack of familiarity with the LLC statute and the absence of caselaw precedent weighed against using an LLC. Obviously, those disadvantages of the LLC have disappeared over time.
- In some states, like New York and California, only persons who provide professional services (like lawyers and accountants) may form an LLP, so the LLC became the vehicle of choice for non-professionals in those jurisdictions.
- By contrast, we saw earlier that an LLP allows its owners to accomplish all three objectives, namely, limited personal liability, pass-through tax treatment, and a flexible management structure (the partners can agree on how the LLP will be run.) An LLC offers the same advantages: limited liability for the owners (“members”), pass-through tax treatment and flexible management structure. Accordingly, it is appropriate to consider why a business owner would prefer an LLP to an LLC or vice versa.
- Deciding which kind of business association to utilize today usually boils down to the choice between a limited liability partnership (“LLP”) and a limited liability company (“LLC”). The three primary concerns for people going into business together tend to implicate the following issues:
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Chapter 6 Overview of Limited Partnerships 22 results (showing 5 best matches)
- Traditionally, if the limited partnership statute was silent on a given issue, courts looked to the general partnership statute to fill the gap. In that sense, the limited partnership and general partnership statutes were . However, ULPA (2001) and ULPA (2013) are designed to be unlinked from general partnership law. Under those statutes, what will a court do if it finds a gap? It will most likely look to general partnership law anyway. In any event, because ULPA (2001) and ULPA (2013) have not been widely adopted, linkage is still an important concept in most states.
- the address of its office and the name and address of its agent for service of process;
- Profits and losses are allocated according to the written partnership agreement. If the written partnership agreement does not provide for an allocation, profits and losses are shared pro rata based on the value of the partners’ capital contributions. This rule is different from the default rules for general partnerships, where partners split profits equally unless otherwise agreed, and losses follow profits. Voting rights are left to the partnership agreement; the statute does not provide a default rule.
- Also, for the record, limited partnership interests are considered “securities” for the purpose of federal securities law. As a result, the registration and anti-fraud provisions of federal securities law may apply, resulting in rescission, damages, and in some cases, even criminal liability for persons selling interests in a limited partnership.
- A partner may make a capital contribution in virtually any form—cash, property, services rendered, a promissory note, or an obligation to contribute cash or property or to perform services. (Usually, limited partners contribute capital and general partners provide skills and know-how, but general partners may contribute
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Copyright Page 2 results
- The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
- series is a trademark registered in the U.S. Patent and Trademark Office.
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Title Page 1 result
Part V A Final Note 1 result
- Publication Date: March 29th, 2021
- ISBN: 9781628101485
- Subject: Agency and Partnership
- Series: Short & Happy Guides
- Type: Overviews
- Description: This streamlined guide provides a template for analyzing any question on Agency & Partnership you might encounter on your final exam or on the bar. Essentially, it provides you a roadmap to an A. (It is not intended to replace class preparation, but it will certainly suffice in a pinch). Agency used to be a required first-year course (honest!). Now it is shoehorned into Business Associations (or whatever your law school calls it). You can parlay this book’s insights into a model answer. Have trouble distinguishing a general partnership from a limited partnership from a limited liability partnership? No more! This book uses examples, outlines, and charts to simplify the complexities of A&P law. Keep this book once the exam is over; it’s a handy refresher course on A&P when you are in practice (soon, I swear!).
